Form 8-K HELIX ENERGY SOLUTIONS For: Aug 31

Minnesota	001-32936	95-3409686
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3505 West Sam Houston Parkway North
Suite 400
Houston, Texas		77043
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HLX	New York Stock Exchange

1.

Issuance of Common Stock. Shareholders approved the issuance of shares of common stock, par value $0.00001 per share, of Helix following the Conversion (as defined below) (“Helix Delaware”) for purposes of complying with Section 312.03(c) of the New York Stock Exchange’s (“NYSE”) Listed Company Manual and, in the event such issuance constitutes a change of control, Section 312.03(d) of the NYSE’s Listed Company Manual.

Votes For		Votes Against		Abstentions
126,692,154		644,096		172,957

2.	Increase in Authorized Stock. Shareholders approved an increase in the authorized amount of (i) common stock, par value $0.00001 per share, of Helix Delaware and (ii) preferred stock, par value $0.00001 per share, of Helix Delaware, as set forth in Article V of the Charter (as defined below).

Votes For		Votes Against		Abstentions
118,826,885		8,652,248		30,074

3.	Approval of the Second Merger. Shareholders approved the merger of Hornbeck, as the surviving corporation in the First Merger (as defined below), with and into Hercules Sub LLC, a Delaware limited liability company (the “Second Merger”).

Votes For		Votes Against		Abstentions
117,854,088		9,468,404		186,715

4.

Plan of Conversion. Shareholders approved the plan of conversion, pursuant to which, immediately prior to the merger of Odyssey Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Helix, with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “First Merger” and, together with the Second Merger, the “Mergers”), Helix will convert from a Minnesota corporation to a Delaware corporation (the “Conversion” and Helix Delaware, following the Mergers, the “Combined Company”) in accordance with Section 265 of General Corporation Law of the State of Delaware, as amended, and Section 302A.682 of the Minnesota Business Corporation Act, as amended.

Votes For		Votes Against		Abstentions
126,208,465		1,111,078		189,664

5.

Compliance with Jones Act. Shareholders approved the provisions in Article XV of the form of certificate of incorporation of the Combined Company attached as Annex D to Helix’s registration statement on Form S-4, as amended (File No. 333-296508), (the “Charter”) regarding compliance with the United States citizenship and cabotage laws commonly referred to as the “Jones Act”, which are principally contained in 46 U.S.C. §§ 50501 (a), (b) and (d) and 46 U.S.C. Chapters 121 and 551.

Votes For		Votes Against		Abstentions
126,978,952		443,103		87,152

6.	Director and Officer Citizenship Requirement. Shareholders approved the director and officer citizenship requirement provisions, as set forth in Section 6.7 of the Charter.

Votes For		Votes Against		Abstentions
126,985,653		477,069		46,485

7.	Exclusive Forum. Shareholders approved the submission to jurisdiction provisions, as set forth in Article XIV of the Charter.

Votes For		Votes Against		Abstentions
108,168,163		19,301,372		39,672

8.	Officer Exculpation. Shareholders approved the provisions limiting liability of officers, as set forth in Article VII of the Charter.

Votes For		Votes Against		Abstentions
114,732,346		12,734,229		42,632

9.

Supermajority Approval Requirement. Shareholders approved the removal of the supermajority approval requirements, as set forth in Article XI of the Charter. Such approval required the affirmative vote of the holders of shares of Helix common stock representing 80% of the outstanding shares of Helix common stock entitled to vote on such proposal.

Votes For		Votes Against		Abstentions
126,744,287		720,658		44,262

10.	Corporate Opportunities Provision. Shareholders rejected the corporate opportunities provisions, as set forth in Article IX of the Charter.

Votes For		Votes Against		Abstentions
57,242,463		69,985,545		281,199

11.	Non-Binding Named Executive Officer Compensation. Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers.

Votes For		Votes Against		Abstentions
114,232,888		12,947,303		329,016

12.	Adjournment. Because the Company’s shareholders approved proposals (1) through (6), the adjournment proposal was not submitted to the shareholders.

Item 7.01

Regulation FD Disclosure.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press release, dated August 31, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Date: August 31, 2026
	HELIX ENERGY SOLUTIONS GROUP, INC.
	By:	/s/ Erik Staffeldt
		Erik Staffeldt
		Executive Vice President and Chief Financial Officer